Terms of Use

Updated July 8, 2014

By using the Owlwise service (the “Service”) made available to you (either an individual or a single legal entity, “you”) by Minerva Systems Corporation. (“Minerva”, “we” or “us”) from time to time through the owlwise.com website or by registering for the Service, you agree to be bound by these terms of use (the “Terms”) and the privacy policy available through our website. If the person being registered as the account holder is a legal entity and not an individual, the individual agreeing to these Terms represents and warrants, and it is a condition of the rights granted under these Terms, that you (the individual) have the authority to bind such legal entity and that these Terms will be binding on and enforceable against such legal entity.

The Service. Subject to these Terms, we will make the Service available for your use through our website. Modifications and enhancements of the Service will be considered a part of the Service and will be subject to these Terms. You are solely responsible for all data, information, files, graphics or other materials that are uploaded, stored, created or processed through or using the Service by you, using your Credentials or by others to whom you have given access (“Your Data”). You are also solely responsible for managing read, access, write and use rights on Your Data. We do not actively monitor or review Your Data but reserve the right to do so. You understand and agree that we are not responsible for Your Data. In order to use the Service, you will be required to provide registration information to us to create your account. You represent, warrant and covenant that all such information is true, accurate, complete and current and further agree to promptly update all such information from time to time using the Service to ensure that such information is at all times true, accurate, complete and current. You may create one or more user identifications and passwords in order to access or use the Service (“Credentials”). Each set of Credentials must only be assigned to a single identified individual. You must ensure that Credentials are disclosed only to and used only by such individual. Once an individual is identified and allocated Credentials, the rights of such individual to use the Service may not be reassigned, transferred, lent, borrowed or shared, whether temporarily or permanently, with any other person in any manner whatsoever.

Consent To Receiving Electronic Communications. A key feature of the Service involves the sending and receiving of electronic messages and communications between our users, for example, emails, text messages, web site posts (e.g. “Hoot’s”) and faxes between schools, clubs, teachers and associations with parents and students. Some of these messages may be in the nature of a commercial offer between our users. You expressly consent to receiving such electronic communications. Electronic communications between our user groups is core to the Service itself, so accordingly, if you do not agree with receiving such electronic communications, your sole and exclusive remedy is to terminate your account and your subscription to the Service by delivering written notice to us by sending us a request to terminate you account at deactivate@owlwise.com . We may also send you electronic messages with information about the Service, including commercial offers from us regarding additional services or products we believe that you may benefit from. You expressly consent to us sending you such messages. You may withdraw your consent at any time from receiving such commercial messages from us by either electing to be removed from our distribution using the tools contained within the message itself or by using the tools in settings section of the web site . The foregoing does not apply to any communications we may need to do as reasonably required to provide the Service to you and others, to discharge our obligations or to exercise our rights under these Terms.

Changes to the Terms and the Service. We may change these Terms by posting revisions to our website from time to time without notice or liability. We may start charging fees or change fees in the same manner. We may change, augment, improve, update, enhance, modify, discontinue or remove features from the Service from time to time without notice. You understand that it is your responsibility to check our website from time to time for any such changes. Except for emergency changes to the Service (including, without limitation, to address security incidents or to address situations which may disrupt the provision of the Service), such changes will become effective the earlier of: (a) 30 days after they are posted to our website; or (b) upon presentation and your acceptance of such changes. If you do not agree with any such changes, your sole and exclusive remedy is to terminate your account and your subscription to the Service by delivering written notice to us within such time or by not accepting such changes when they are presented. Your continued use of the Service thereafter is deemed to be your agreement to and acceptance of any such changes.

Restrictions. You shall not: (a) except as expressly permitted herein or as contemplated in the documentation we provide for the Service, reproduce, duplicate, copy, disclose, distribute, sell, resell, sublicense, distribute, assign, transfer, give away, loan, lend, lease, publish, pledge or create a security interest in the Service or provide or make available any functionality, use or benefit of the Service as an application service provider, a hosted service, a computer or processing service business, a service bureau, an outsourced facility or service or on a timesharing or similar basis or otherwise on behalf or for the benefit of any third party, including without limitation using the Service to manager, administer or otherwise process the work, documents or data of any third party; (b) modify, port, adapt, translate, reverse engineer, unbundle, repackage, decompile, disassemble or convert into human readable form any part of the Service, or create derivative works based on, or any competitive or emulating software, service or solution using, the Service; (c) use the Service in a manner or for a purpose that infringes upon the lawful rights of others or contravenes any applicable laws (including any privacy laws and anti-spam legislation, such as Canada's anti-spam legislation (CASL) and the US CAN-SPAM); (d) upload, post, host, transmit, create or otherwise use with the Service in any manner, any: (i) content that is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any third party intellectual property or other rights; (ii) any unsolicited commercial message; (iii) any virus, trojan horse, backdoor, bot, script or similar element; or (iv) any data, information or content which you have not obtained permission or authority to use with the Service; (e) use the Service in any manner that could damage, disable, overburden or impair the Service, or otherwise in an abusive or excessive manner, as determined by us in our sole discretion; (f) use the Service to bully, intimidate or harass anyone in any manner whatsoever; (g) systematically search, index, gather, collect or harvest data or information input by others, whether by manual or automated means, for use or storage outside of the Service or for purposes for which you have not been expressly authorized; (g) copy, frame or mirror any part of the Service or our website; (h) alter, manipulate or obscure the display or presentation of the Service or the website to you or to any third party in whole or in part, using means other than as facilitated through the Service itself, including through the use of overlays, filters or spawning of separate windows; (i) interfere with the security of, or otherwise abuse, the Service or any system resources, accounts, servers or networks connected to or accessible through the Service; (j) disrupt or interfere with any other person’s use or enjoyment of the Service; (k) remove, destroy, cover, obfuscate or alter in any manner any notices or legends pertaining to proprietary rights; (l) use the Service in any illegal manner or for any illegal purpose; (m) use another person’s Credentials or services, systems or information or create or use a false identity, impersonate any person or otherwise misrepresent your identity; or (n) attempt, or cause, permit or encourage any other person, to do any of the foregoing.

Representations and Warranties. You represent, warrant and covenant that: (a) you are and will be free to enter into and to fully perform your obligations under these Terms and that no agreement or understanding with any other person exists or will exist which would interfere with such obligations; (b) these Terms constitute a legal, valid and binding obligation upon you, enforceable against you in accordance with its terms and conditions; (c) there is no outstanding litigation, arbitration or other dispute to which you are a party which if decided unfavourably to you could have a material adverse effect on your ability to perform your obligations under these Terms; and (d) you have obtained all permits, consents and approvals required for your use of the Service, including all use of Your Data through the Service.

Fees. Certain premium features and functions (the “Premium Services”) are subject to and conditional upon your payment of applicable fees (“Fees”). You agree to provide a valid credit card number or other means of payment to which Fees and any other amounts owed by you to us will be charged. You authorize us and, as applicable, the card issuer to charge such Fees and amounts to your credit card or other account. You consent to us sending information you have submitted to us to create your account to our and your financial institution to implement such authorization. You represent and warrant that all persons required to authorize charges to the credit card or account number you have provided have authorized such charges. You understand and agree that amounts charged may vary depending on your level of Premium Services or changes to same, your usage of same or credit or debit adjustments. You also agree that we may charge you a fee for rejected or declined payments. You waive your right to receive pre-notification of the amount of the charge to your credit card or other account and agree that you do not require advance notice of the amount before charged to your credit card or other account. Fees must be paid in advance and are not refundable. You understand and agree that no refunds or credits will be issued for partial months of use or service interruptions. Any Fee changes for changes to your Premium Services will be reflected in the charges in the following month. Downgrades may result in the loss or reduction of features, storage or usage capacity, which may result in the loss of Your Data. You are solely responsible for properly preparing for any downgrade and we have no obligation or liability for same. All overdue amounts bear interest at the rate of 12% per year, calculated daily and payable monthly, until such Fees are fully paid. Fees do not include applicable taxes and you are responsible for all applicable goods and service, sales, harmonized sales, value-added, use and other taxes which are or may be levied in connection with Premium Services. Unless otherwise indicated in this Agreement, all amounts in this Agreement are stated and are payable in the currency selected at the time of payment.

Termination. We may suspend or terminate the Service: (a) without notice if you breach or otherwise fail to comply with any provision of these Terms; (b) if you have not used the Service for at least three months; or (c) for any reason on at least 30 days’ notice to you or by posting a message to you through the Service. We reserve the right to refuse to provide the Service to anyone for any reason at any time. You may terminate your account at any time and for any reason by sending us a message through the Service notifying us of your termination at least seven days prior to the effective date of such termination. You are solely responsible for the proper termination of your account in accordance with the foregoing. Upon termination of your account, any and all rights granted to you and any others to whom Credentials or access rights have been extended under your account, including all rights to access and use the Service and all Your Data stored through the Service, shall immediately cease. You are solely responsible for backing up Your Data and/or making a copy of Your Data prior to any suspension or termination. Following termination, Your Data will be deleted in the normal course of our operations, provided however that we reserve the right to preserve Your Data if required to resolve a dispute or assert or defend any claim and, unless you choose to opt-out, we will retain your contact details to send you news about our products and services from time to time. Deletion of Your Data does not mean that all information about you will be removed from the Service. If another has collected information about you outside of the Service and input such information into the Service, you must contact the other user to have them remove such information.

Ownership. The Service and the underlying software and technology used to provide the Service are protected by copyright and other intellectual property rights and are not sold. By paying to acquire the right to use the Service you do not become the owner of the Service, any software or technology used to provide the Service, or any portion thereof. Except for the limited rights or use expressly granted to you under these Terms, all right, title and interest (including all copyrights, trademarks, service marks, patents, inventions, trade secrets, intellectual property rights and other proprietary rights) in and to the Service, including all software and technology used to operate the Service, are and shall remain exclusively owned by us and our licensors. All trade names, company names, trademarks, service marks and other product and service names and logos related to the Service are the proprietary marks of Minerva or its licensors, and are protected by law and may not be copied, imitated or used, in whole or in part, without the consent of their respective owners. These Terms do not grant you any rights in respect of any such marks. You understand and agree that any feedback, input, suggestions, recommendations, improvements, changes, specifications, test results, or other data or information that you provide or make available to us arising from or related to your use of the Service shall become our exclusive property and may be used by us to modify, enhance, maintain and improve the Service without any obligation or payment to you whatsoever. The foregoing does not apply to any of Your Data, provided however that you grant us the right to use Your Data as reasonably required to provide the Service to you and others, to discharge our obligations or to exercise our rights under these Terms. We reserve the right (but have no obligation) to review Your Data and to refuse or remove any of Your Data if we determine, in our sole discretion, that it is in breach of these Terms or may expose us, our licensors or our service providers to liability.

Third Party Products. You acknowledge and agree that you will require certain third party equipment, products, software and services (“Third Party Products”) in order to use the Service, and that failure to use or procure Third Party Products that meet the minimum requirements for the Service may result in the inability to use the Service and/or processing failures or errors. Third Party Products include computers, networking equipment, operating system software and internet connectivity. We may also include, incorporate or make available optional Third Party Products through the Services or our website, including payment services. You acknowledge and agree that: (a) Third Party Products may be governed by separate licenses, agreements or terms and conditions and we have no obligation or liability to you in respect thereof, even if provided or made available by us; and (b) you are solely responsible for procuring any Third Party Products not provided or made available by us at your cost and expense, and are solely responsible for compliance with any applicable licenses, agreements or terms and conditions governing same. Third Party Products include Amazon Web Services, and you agree to comply with the terms and conditions applicable to same, which may be found at http://aws.amazon.com/legal/. You understand and agree that such third party will be solely and exclusively responsible and liable for Third Party Products and we will have no obligation or liability whatsoever arising from or related to Third Party Products, whether direct, indirect or consequential.

Confidentiality. You acknowledge that any unauthorized disclosure of our confidential information to third parties who are not users of the Service may cause immediate and irreparable harm to us. Consequently, you agree to take all reasonable steps to maintain the confidentiality of the Service and any related documentation and materials, and shall not, without our prior written consent, disclose, or make them available in any form to any other person, except to the extent reasonably required for the use of the Service.

Security. You agree that we will be entitled to treat all communications, transmissions and other activity in the course of using the Service under Credentials created by you as having been authorized by you and agree to be responsible for all actions and activities undertaken using your Credentials. You understand and acknowledge that it is your responsibility to ensure that Credentials are kept safe and secure, and are not shared or disclosed by the individuals to which they are issued. If you believe the security of any of your Credentials has been compromised, or you suspect unauthorized use, you must notify us immediately. You will be responsible for all activity until you notify us and we have had a reasonable opportunity to suspend such Credentials. If we suspect that there has been fraudulent or unauthorized use of your Credentials, we reserve the right to suspend or terminate such Credentials and/or access to the Service while such activity is being investigated. In such event, we will also use reasonable efforts to contact you. You acknowledge and agree that Your Data may be stored or transmitted through third party facilities, third party services or common carriers, including without limitation the internet, in the course of using the Service. It may be possible for third parties to monitor or access such data.

Warranty Disclaimer. You acknowledge and agree that your use of the Service is at your sole risk. We provide the Service on an “as-is” and “as-available” basis and, to the maximum extent permitted by applicable law, we disclaim all representations, warranties and conditions regarding the Service or your use of the Service, including without limitation any warranties or conditions of merchantability, merchantable quality, durability, fitness for a particular purpose, non-infringement, title, quiet enjoyment or quiet possession and those arising by statute or in law (including, without limitation, that the Service will meet any legal or regulatory requirements applicable to books, records or recordkeeping), or from a course of dealing or usage of trade. We cannot and do not warrant that the Service will meet your requirements or expectations, will operate without interruptions, that it will be error-free, virus-free, that the results obtained from its use will be timely, accurate, reliable or current or that any or all deficiencies can be found or corrected. We accept no responsibility for, and do not warrant the accuracy, currency or reliability of any output or data prepared by or with the assistance of the Service. We do not warrant that the Service will not infringe the proprietary rights (including patent, copyright, trade mark, or trade secret rights) of any third party. We are not obligated to review the completeness, accuracy or any other aspect of any information provided or processed through or using the Service, including Your Data. We shall not be liable, and assume no responsibility, for any loss or damages arising from or in connection with: (a) any access, inability to access, fault or failure of the Service resulting directly or indirectly from your or any third party hardware, software, service, service provider, network, information, user or computing resource; (b) unauthorized access to or alteration, theft, loss, corruption or destruction of Your Data (including but not limited to errors in or failures of the media or storage devices used to store Your Data); or (c) any other act or omission of any third party . We cannot represent or warrant that Your Data will be secure at all times. You understand that all data and information made available to you through the Service, including the identity of other users, has been provided by other users. We do not review, validate or authenticate such data or information and therefore disclaim any liability regarding such data and information. You are solely responsible for validating or authenticating any data, information, identity or communication you obtain through the Service.

Limitation of Liability. You agree that, to the maximum extent permitted by applicable law, our aggregate liability arising from or related to these Terms or the Service in any manner will be limited to direct damages not to exceed the amount you have paid to use the Service for the calendar month immediately preceding the cause of action. To the maximum extent permitted by applicable law, in no event shall we be liable for any consequential, incidental, indirect, special, punitive, or other damages whatsoever (including, without limitation, damages for loss of revenue, profits, or expected savings, business interruption, personal injury, loss of privacy, loss of data or information or other pecuniary or intangible loss) arising out of this agreement or the use of or inability to use the Service, even if we foresee or have been advised of the possibility of such damages.

Applicability. The limitations and disclaimers in these Terms shall apply irrespective of the nature of the cause of action, demand or claim, including but not limited to breach of contract, negligence, tort, or any other legal theory and shall survive a fundamental breach or breaches and/or failure of the essential purpose of these Terms or of any remedy contained herein. Because some jurisdictions do not allow some or all of the exclusions or limitations of liability set forth in these Terms, such limitations and exclusions may not apply to you.

Indemnification. You will indemnify and hold us, our affiliates, subcontractors, licensors and agents and our and their directors, offices, employees and representatives harmless from and against all damages arising from or related to: (a) your breach of these Terms; and (b) third party claims arising from or related to your acts or omissions.

Independent Contractors. You and we are independent contractors. Nothing in these Terms is or shall be deemed to create a partnership or joint venture or a relationship of principal and agent, employer-employee, master-servant, or franchisor-franchisee between you and us and no provision contained herein is or will be deemed to create any relationship between the parties hereto other than the relationship of independent parties contracting for services.

Assignment. Neither these Terms nor any of your rights or obligations under these Terms may be transferred or assigned by you, in whole or in part, whether voluntarily, by operation of law, or otherwise, without our prior written consent and any such attempted assignment or transfer shall be null and void. These Terms will enure to the benefit of and be binding upon the respective successors and permitted assigns of you and us. These Terms may be assigned by us in our sole discretion. You acknowledge and agree that we may subcontract our obligations under these Terms and may use third parties to provide equipment, software and services used to operate and provide the Service.

Publicity. You agree that we may identify you as a user of the Service on our website or in other marketing, advertising and promotional material. You also agree that we may use any logo you upload or submit through the Service.

Legal Proceedings. You agree that all claims, disputes or disagreements of any nature whatsoever arising from or relating to these Terms, the Services or us (a “Dispute”) will, at our sole option, be settled by final and binding arbitration by a single arbitrator pursuant to the

Arbitration Act, 1991 (Ontario). Judgement upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement, as the law of such jurisdiction may require or allow. The arbitration will take place in the City of Toronto, Ontario, Canada and shall be conducted in English only. The arbitrator will: (a) not limit, expand or modify the terms of these Terms nor award damages in excess of compensatory damages permitted under these Terms, and you hereby waive any claim to such excess damages; (b) not have any ability to award any equitable remedies against us; (c) not have the right to award any damages in excess of damages that could lawfully be awarded by a court of competent jurisdiction and subject always to limitations and exclusions in these Terms; and (d) issue a written decision containing findings and conclusions on all significant issues. Each party will each bear its own expenses and an equal share of all costs and fees of the arbitration. All participants, each of whom will be bound by an appropriate confidentiality agreement, will hold the content and result of any arbitration in confidence. Notwithstanding the foregoing, you acknowledge and agree that irreparable injury may result to us if you breach any of the provisions in these Terms and that damages may be an inadequate remedy in respect of such breach. You hereby agree in advance that, in the event of such breach, we shall be entitled, in addition to such other remedies, damages and relief as may be available at law or in equity, to the granting of interlocutory and final injunctive relief. Any legal proceeding brought by you against us must be brought within one year after the event which is the subject of the proceeding has occurred. You agree to waive any right you may have to commence or participate in any class action against us in respect of any Dispute and further agree to opt out of any class proceedings against us.

Force Majeure. If the performance by us of any of our obligations is prevented, restricted, or interfered with, by reason of: fire, flood, earthquake, explosion or other casualty or accident or act of God; strikes or labour disputes; inability to procure or obtain delivery of parts, supplies, power, telecommunication services, equipment or software from suppliers, war or other violence; any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority; or any other act or condition whatsoever beyond our reasonable control, we will be excused from such performance to the extent of such prevention, restriction or interference.

Choice of Law. These Terms will be deemed to have been made and performed exclusively in the Province of Ontario, Canada and will be governed by and construed under the laws of the Province of Ontario without giving effect to Ontario’s conflict of laws principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario for any claim related to these Terms or the Service that is not subject to arbitration arising from or in connection with these Terms and agree not to bring any action, claim, suit or proceeding against us, our affiliates or agents (or any officer, director, or employee thereof) in any jurisdiction other than the Province of Ontario.

Entire Agreement. These Terms constitutes the entire agreement between you and us with respect to Service and cancel and supersede any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between you and us other than as expressly set forth in this Agreement. You represent and warrant that you have not been induced to enter into these Terms by any other statement, representation or warranty not contained in these Terms. The headings in these Terms are for convenience of reference only and do not affect the construction or interpretation of these Terms.

Survival. Neither the expiration nor the earlier termination of your account will release you from any obligation or liability that accrued prior to such expiration or termination. The provisions of these Terms requiring performance or fulfillment after the expiration or earlier termination of your account and any other provisions hereof, the nature and intent of which is to survive termination or expiration, will survive.

Severability. To the extent that any provision of these Terms is declared by a court or other lawful authority of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed and deleted or limited so as to give effect to the intent of the parties insofar as possible and both parties will use their best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provision, and the remainder of these Terms shall continue in full force and effect with respect to all other provisions.

Amendments and Waivers. No modification, amendment, addition to or waiver of any rights, obligations or defaults by us shall be effective unless in writing and signed by one of our authorized signing officers. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure by us in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.

Notices. Except as expressly set out in these Terms, any demand, notice or other communication to be given to us shall be given in writing by mail to the following address: 157 Adelaide St. W., Suite 328, Toronto, Ontario, M5H 4E7, Canada or to such other address as we may advise you of from time to time, including through the Service. Any demand, notice or other communication to be given to you may be given by mail, fax or e-mail using the contact details we have on record or posted through the Service to your account.